SC updates guidelines on offer of shares by unlisted public companies

28 April 2025

On 28 March 2025, the Securities Commission Malaysia (“SC”) updated the Guidelines on Offer of Shares (“Guidelines”) by Unlisted Public Companies (“UPCs”), which came into effect on issuance.

The Guidelines aim to enhance investor protection and uphold market integrity by addressing key concerns including misleading claims of high returns, inadequate risk disclosures, and improper share offerings to retail investors without the required prospectus registration. To ensure greater transparency and accountability, the Guidelines mandate that UPCs consult the SC and appoint a corporate finance adviser before commencing an offering. The Guidelines also introduce stricter disclosure requirements in the information memorandum, impose an 18-month validity period for share offerings, and establish conduct obligations for all involved parties, including the corporate finance adviser, board of directors, marketing agents, and Shariah advisers for Shariah-compliant shares.

Additionally, UPCs must submit quarterly post-issuance updates and provide annual auditor-verified reports on fund utilisation.